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 Lessee will, except as otherwise expressly set forth herein,
 promptly pay on an After-Tax Basis:

 (a) all license, registration, filing, recording and landing fees
 and all other amounts of any nature imposed by any Government
 Entity with respect to the Aircraft, including without
 limitation, ownership, delivery, leasing, possession, use,
 operation, return, sale or other disposition of the Aircraft
 (other than any such fees or amounts which are attributable to
 a sale or other disposition of any right, title or interest in
 or to the Aircraft or this Lease and other Transaction
 Documents by Lessor, Owner or Beneficiary except to the extent
 such sale or other disposition arise as a result of and during
 the continuance of an Event of Default or is required by the
 terms of the Transaction Documents); and

 (b) all rent, fees, charges and other amounts in respect of any
 premises where the Aircraft or any Part thereof is located
 from time to time;

 (in each case other than Taxes because Lessee's indemnification
 obligations with respect to Taxes are set forth in Clauses 5.7, 5.8,
 5.9, 5.10 and 5.13) except to the extent that such payment is being
 contested in good faith by appropriate proceedings, in respect of
 which adequate resources have been provided by Lessee and nonpayment
 of which does not give rise to any material likelihood of the
 Aircraft or any interest therein being sold, forfeited or otherwise
 lost or of criminal liability on the part of Owner, Lessor or any
 Financing Party.

 8.5 SUB-LEASING: